FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ENVIVIO INC [ ENVI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/30/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/30/2012 | C | 102,855 | A | (1) | 452,653 | I | By Crescendo Holdings IV, LLC(2) | ||
Common Stock | 04/30/2012 | C | 11,914 | A | (1) | 110,324 | I | By Crescendo IV AG & Co. Beteiligungs KG(3) | ||
Common Stock | 04/30/2012 | C | 118,011 | A | (1) | 194,255 | I | By Crescendo IV Coinvestment Fund, LLC(4) | ||
Common Stock | 04/30/2012 | C | 4,043 | A | (1) | 10,616 | I | By Crescendo IV Entrepreneur Fund A, L.P.(5) | ||
Common Stock | 04/30/2012 | C | 9,885 | A | (1) | 26,153 | I | By Crescendo IV Entrepreneur Fund, L.P.(6) | ||
Common Stock | 04/30/2012 | C | 652,086 | A | (1) | 2,634,846 | I | By Crescendo IV, L.P.(7) | ||
Common Stock | 04/30/2012 | S | 15,049 | D | $8.37 | 437,604 | I | By Crescendo Holdings IV, LLC(2) | ||
Common Stock | 04/30/2012 | S | 3,668 | D | $8.37 | 106,656 | I | By Crescendo IV AG & Co. Beteiligungs KG(3) | ||
Common Stock | 04/30/2012 | S | 6,453 | D | $8.37 | 187,802 | I | By Crescendo IV Coinvestment Fund, LLC(4) | ||
Common Stock | 04/30/2012 | S | 353 | D | $8.37 | 10,263 | I | By Crescendo IV Entrepreneur Fund A, L.P.(5) | ||
Common Stock | 04/30/2012 | S | 869 | D | $8.37 | 25,284 | I | By Crescendo IV Entrepreneur Fund, L.P.(6) | ||
Common Stock | 04/30/2012 | S | 87,635 | D | $8.37 | 2,547,211 | I | By Crescendo IV, L.P.(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series G2 Preferred Stock | (1) | 04/30/2012 | C | 21,810 | (1) | (1) | Common Stock | 21,810 | $0 | 0 | I | By Crescendo Holdings IV, LLC(2) | |||
Series G2 Preferred Stock | (1) | 04/30/2012 | C | 4,217 | (1) | (1) | Common Stock | 4,217 | $0 | 0 | I | By Crescendo IV AG & Co. Beteiligungs KG(3) | |||
Series G2 Preferred Stock | (1) | 04/30/2012 | C | 40,879 | (1) | (1) | Common Stock | 40,879 | $0 | 0 | I | By Crescendo IV Coinvestment Fund, LLC(4) | |||
Series G2 Preferred Stock | (1) | 04/30/2012 | C | 1,431 | (1) | (1) | Common Stock | 1,431 | $0 | 0 | I | By Crescendo IV Entrepreneur Fund A, L.P.(5) | |||
Series G2 Preferred Stock | (1) | 04/30/2012 | C | 3,499 | (1) | (1) | Common Stock | 3,499 | $0 | 0 | I | By Crescendo IV Entrepreneur Fund, L.P.(6) | |||
Series G2 Preferred Stock | (1) | 04/30/2012 | C | 231,701 | (1) | (1) | Common Stock | 231,701 | $0 | 0 | I | By Crescendo IV, L.P.(7) | |||
Series H2 Preferred Stock | (1) | 04/30/2012 | C | 81,045 | (1) | (1) | Common Stock | 81,045 | $0 | 0 | I | By Crescendo Holdings IV, LLC(2) | |||
Series H2 Preferred Stock | (1) | 04/30/2012 | C | 7,697 | (1) | (1) | Common Stock | 7,697 | $0 | 0 | I | By Crescendo IV AG & Co. Beteiligungs KG(3) | |||
Series H2 Preferred Stock | (1) | 04/30/2012 | C | 77,132 | (1) | (1) | Common Stock | 77,132 | $0 | 0 | I | By Crescendo IV Coinvestment Fund, LLC(4) | |||
Series H2 Preferred Stock | (1) | 04/30/2012 | C | 2,612 | (1) | (1) | Common Stock | 2,612 | $0 | 0 | I | By Crescendo IV Entrepreneur Fund A, L.P.(5) | |||
Series H2 Preferred Stock | (1) | 04/30/2012 | C | 6,386 | (1) | (1) | Common Stock | 6,386 | $0 | 0 | I | By Crescendo IV Entrepreneur Fund, L.P.(6) | |||
Series H2 Preferred Stock | (1) | 04/30/2012 | C | 420,385 | (1) | (1) | Common Stock | 420,385 | $0 | 0 | I | By Crescendo IV, L.P.(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The Series G2 and H2 Preferred Stock automatically converted into shares of common stock upon the closing of the Issuer's initial public offering, on a one-for-one basis and had no expiration date. |
2. Consists of shares owned by Crescendo Holdings. Crescendo Ventures, as the Manager of Crescendo Holdings, may be deemed to beneficially own the shares owned by Crescendo Holdings. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo Holdings except to the extent of his or its pecuniary interest therein. |
3. Consists of shares owned by Crescendo KG. Crescendo GI, as the Managing Partner of Crescendo KG, may be deemed to beneficially own the shares owned by Crescendo KG. Mr Spreng and Crescendo GI disclaim beneficial ownership of the shares owned by Crescendo KG except to the extent of his or its pecuniary interest therein. |
4. Consists of shares owned by Crescendo Coinvestment. Mr Spreng as the Managing Member of Crescendo Coinvestment, may be deemed to beneficially own the shares owned by Crescendo Coinvestment. Mr Spreng disclaims beneficial ownership of the shares owned by Crescendo Coinvestment except to the extent of his or its pecuniary interest therein. |
5. Consists of shares owned by Crescendo EFA. Crescendo Ventures, as the General Partner of Crescendo EFA, may be deemed to beneficially own the shares owned by Crescendo EFA. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo EFA except to the extent of his or its pecuniary interest therein. |
6. Consists of shares owned by Crescendo EF. Crescendo Ventures, as the General Partner of Crescendo EF, may be deemed to beneficially own the shares owned by Crescendo EF. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo EF except to the extent of his or its pecuniary interest therein. |
7. Consists of shares owned by Crescendo IV. Crescendo Ventures, as the General Partner of Crescendo IV, may be deemed to beneficially own the shares owned by Crescendo IV. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo IV except to the extent of his or its pecuniary interest therein. |
/s/ R. David Spreng, Managing Member | 04/30/2012 | |
/s/ R. David Spreng, Managing Member | 04/30/2012 | |
/s/ R. David Spreng, Managing Member | 04/30/2012 | |
/s/ R. David Spreng, Managing Member of Crescendo German Investments IV, LLC, its General Partner | 04/30/2012 | |
/s/ R. David Spreng, Managing Member of Crescendo Ventures IV, LLC, its General Partner | 04/30/2012 | |
/s/ R. David Spreng, Managing Member of Crescendo Ventures IV, LLC, its Manager | 04/30/2012 | |
/s/ R. David Spreng, Managing Member of Crescendo Ventures IV, LLC, its General Partner | 04/30/2012 | |
/s/ R. David Spreng, Managing Member of Crescendo Ventures IV, LLC, its General Partner | 04/30/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |